United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

  

September 2, 2020

Date of Report (date of earliest event reported)

 

Limoneira Company

(Exact Name of Registrant as Specified in its Charter)

         
Delaware   001-34755   77-0260692
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification Number)

 

1141 Cummings Road

Santa Paula, CA 93060

(Address of Principal Executive Offices) (Zip Code)

 

(805) 525-5541

(Registrant’s Telephone Number, Including Area Code)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share LMNR

The NASDAQ Stock Market LLC

(NASDAQ Global Select Market)

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Section 8 Other Events
Item 8.01 Other Events

  

On September 2, 2020, Limoneira Company issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein, announcing the sale of a Lindsay, California property.

 

Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits

 

99.1Limoneira Company Press Release dated September 2, 2020

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: September 2, 2020 LIMONEIRA COMPANY
     
  By: /s/ Mark Palamountain
    Mark Palamountain
    Chief Financial Officer, Treasurer and Corporate Secretary

 

 

 

 

 

 

 

 

Exhibit 99.1

 

Limoneira Announces Sale of a Lindsay Central Valley Property

  

Sale Generated Net Cash of $6 Million 

 

 Transaction In-Line with Company's Long-Term Strategy to Streamline Non-Synergistic Assets 

SANTA PAULA, Calif.--(BUSINESS WIRE)—September 2, 2020-- Limoneira Company (the “Company” or “Limoneira”) (Nasdaq: LMNR), a diversified citrus packing, sales and marketing company with related agribusiness activities and real estate development operations, today announced the sale of its real estate asset referred to as “Lindsay Central Valley” located in Lindsay, CA. The transaction closed on August 26, 2020 and the Company received approximately $6.0 million in net proceeds. In addition, the Company will record a one-time, non-cash loss of approximately $0.3 million in its third fiscal quarter of 2020 related to this sale

 

The Lindsay property consists of 291 acres of orange and specialty citrus groves located in the Central Valley of California. During the Company’s continuous review of its strategic initiatives, it was determined that this property is not aligned with the Company’s other orange and specialty citrus properties.

 

Harold Edwards, President and Chief Executive Officer, stated, "We are pleased with the sale of our Lindsay property which is in-line with our long-term strategy to streamline non-synergistic assets that do not meet our longer-term goals. As with prior sales of non-synergistic assets, we will use the cash generated by the sale to pay down debt and to invest in the growth of our core agribusiness."

 

About Limoneira Company

 

Limoneira Company, a 126-year-old international agribusiness headquartered in Santa Paula, California, has grown to become one of the premier integrated agribusinesses in the world. Limoneira (lç moñ âra) is a dedicated sustainability company with 15,400 acres of rich agricultural lands, real estate properties, and water rights in California, Arizona, Chile and Argentina. The Company is a leading producer of lemons, avocados, oranges, specialty citrus and other crops that are enjoyed throughout the world. For more about Limoneira Company, visit www.limoneira.com.

 

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Limoneira’s current expectations about future events and can be identified by terms such as “expect,” “may,” “anticipate,” “intend,” “should be,” “will be,” “is likely to,” “strive to,” and similar expressions referring to future periods.

 

 

 

 

Limoneira believes the expectations reflected in the forward-looking statements are reasonable but cannot guarantee future results, level of activity, performance or achievements. Actual results may differ materially from those expressed or implied in the forward-looking statements. Therefore, Limoneira cautions you against relying on any of these forward-looking statements. Factors that may cause future outcomes to differ materially from those foreseen in forward-looking statements include, but are not limited to: additional impacts from the current COVID-19 pandemic, changes in laws, regulations, rules, quotas, tariffs and import laws; weather conditions that affect production, transportation, storage, import and export of fresh product; increased pressure from crop disease, insects and other pests; disruption of water supplies or changes in water allocations; pricing and supply of raw materials and products; market responses to industry volume pressures; pricing and supply of energy; changes in interest and currency exchange rates; availability of financing for land development activities; political changes and economic crises; international conflict; acts of terrorism; labor disruptions, strikes or work stoppages; loss of important intellectual property rights; inability to pay debt obligations; inability to engage in certain transactions due to restrictive covenants in debt instruments; government restrictions on land use; and market and pricing risks due to concentrated ownership of stock. Other risks and uncertainties include those that are described in Limoneira’s SEC filings that are available on the SEC’s website at http://www.sec.gov. Limoneira undertakes no obligation to subsequently update or revise the forward-looking statements made in this press release, except as required by law.

 

 

Investor:

John Mills

Managing Partner

ICR

646 277-1254

 

Media:

John Chamberlain

Vice President Marketing

Limoneira Company

805 525-5541 ext. 1056

jchamberlain@limoneira.com